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THE BUSINESS REGISTRATION ACT 2002
Act 40/2002
Proclaimed by [Proclamation No. 15 of 2006] w.e.f. 1st October 2006 [Except sections 6(4) & 14]
Proclaimed by [Proclamation No. 23 of 2009] Section 6(4) w.e.f 1st July 2009 Section 14 w.e.f 1st Jan 2010
ARRANGEMENT OF SECTIONS
SECTION
1. Short title
2. Interpretation
3. Application and scope of Act
4. Registrar of Businesses
5. Establishment of the CBRD
6. Duty to be registered
7. Manner and particulars of registration
8. Registration of business and business name
9. Registration of companies and commercial partnerships
9A Online access to CBRD
10. Use of business names
11. Registration of changes in particulars
12. Cessation or transfer of business
13. Use of computer system
14. Use of business registration number
15. Copy of business registration card
16. Powers of Registrar
17. Immunity
18. Persons carrying on unlawful business
19. Offences and penalties
20. Jurisdiction
21.Regulations
22. Consequential amendment
23. Transitional provisions
Commencement
FIRST SCHEDULE
SECOND SCHEDULE
An Act
To provide for the registration of persons carrying on business in Mauritius and of
their business names, the allocation of a single business registration number and
the issue of a business registration card to those persons and for matters
connected therewith and incidental thereto
ENACTED by the Parliament of Mauritius, as follows –
1. Short title
This Act may be cited as the Business Registration Act 2002.
2. Interpretation
(1) In this Act :
"authorised officer" means an officer duly authorised in writing by the
Registrar;
"business" -
(a) includes every form of trade, commerce or manufacture,
craftsmanship, calling, profession, vocation: or occupation or any
other activity carried on by a person for the purposes of gain or
profit; but
(b) does not include-
(i) any office or employment;
(ii) any of the businesses or activities specified in Part I of the
First Schedule; or
(iii) any business activity carried on by a person, or class of
persons, specified in Part II of the . First Schedule;
"business name" means the name or style under which a person carries
on business;
"business registration card" means a Central Business Registration
Card issued under section 8(2) ;
"business registration number" means the number allocated by the
Registrar under section 8(1);
"CBRD" means the Central Business Registration Database established
under section 5;
"commercial partnership" includes a société commerciale de fait which is
liable to payment of registration fee under the Companies Act 2001;
"company" means a company incorporated or registered under the
Companies Act 2001 ;
"fee"-
(a) means the registration fee payable under sections 6 and 8(7);
and
(b) includes the fee payable under section 15;
"firm" includes an unincorporated body consisting of one or more
individuals, or of one or more corporations, having constituted a
partnership with a view to carrying on business;
"local authority" has the same meaning as in the Local Government Act;
"Minister" means the Minister to whom responsibility for the subject of
corporate affairs is assigned;
"person" includes a consortium, société, partnership, joint venture, trust or
firm;
"person responsible for the management of a business" includes every
director, manager, partner, officer, individual, secretary, agent or
employee who is at any time in charge, either solely or to a substantial
extent, of the management of the business;
"public sector agency" includes any Ministry or Government Department,
local authority or statutory body;
"Registrar" means the Registrar of Businesses;
"registration", in relation to a person, means registration of his
business or business name under this Act;
"relevant permit" includes any licence, approval or other authorisation
required from a public sector agency under any enactment;
"société" -
(a) means a société formed under any enactment in Mauritius; and
(b) includes -
(i) a société de fait;
(ii) (ii) a société en participation;
(iii) (iii) a joint venture;
(iv) a consortium; or
(v) a société, partnership or similar business entity formed
under the law of a foreign country;
"trust" has the same meaning as in the Trusts Act 2001.
(2) A person who has a place of business in Mauritius shall be deemed to
be carrying on business in Mauritius for the purposes of this Act.
3. Application and scope of Act
(1) Repealed by [Act No. 17 of 2007]
(2) Where a person carrying on business is required under this Act to do
any act or thing, any person responsible for the management of the
business for or on behalf of the first-mentioned person shall also be
answerable for the doing of, or omission to do, that act or thing.
Amended by [Act No. 17 of 2007]
4. Registrar of Businesses
The Registrar of Businesses shall be the Registrar of Companies appointed
under the Companies Act 2001.
5. Establishment of the CBRD
(1) There is established for the purposes of this Act a Central Business
Registration Database, which shall be known as the CBRD.
(2) The Registrar shall be the repository of the CBRD.
(3) The CBRD shall consist of all entries, required to be registered under this
Act, kept on computer or other approved electronic device at the Office of
the Registrar.
(4) Any person may, on payment of such fees and on such conditions as may
be prescribed, have access to the CBRD and obtain copies of any entry
made therein.
6. Duty to be registered
(1) Subject to the other provisions of this Act, no person shall carry on any
business in Mauritius unless he is registered under this Act.
(2) Any person who is required to be registered under subsection (1) shall
make an application to the Registrar-
(a) for registration of his business and of his business name, if
any; and
(b) for a business registration card.
(3) Where a person makes an application under subsection (2), he shall, at
the same time, pay the registration fee specified in Part I of the Second
Schedule.
(4) An application under subsection (2) shall be made at least 2 days before
the person proposes to commence business.
(5) Where a person carries on business at more than one place of business
or carries on 2 or more different businesses at one or more places of
business, he shall make only one application under subsection (2).
(6) Any person who fails to comply with subsection (1) shall commit an
offence and shall, on conviction, be liable to a fine not exceeding 100,000
rupees.
Amended by [Act No. 14 of 2009]
7. Manner and particulars of registration
(1) An application under section 6 shall be made in such medium and in such
form as may be approved by the Registrar and shall specify -
(a) the full name and national identification number of the person;
(b) (b) the business name of the person, if any;
(c) (c) the general nature of the business;
(d) the principal place of business and any other place where the
business is carried on;
(e) the date or proposed date of commencement of business; and
(f) such other information or particulars as may be required in the
application form.
(2) On receipt of an application under subsection (1), the Registrar may
require the applicant to furnish such other information or additional
particulars as may be required for the purposes of registration under
section 8.
8. Registration of business and business name
(1) Where the Registrar is satisfied with the particulars or other information
provided under section 7, he shall, subject to the other provisions of this
Act -
(a) register the business and business name of the applicant in the
CBRD; and
(b) allocate a business registration number to the applicant.
(2) Upon the registration of a person in accordance with subsection (1)(a),
the Registrar shall issue to the person a business registration card as
may be approved.
(3) Every business registration card shall-
(a) bear-
(i) the business registration number;
(ii) the full name of the person;
(iii) the business name of the person, if any;
(iv) a concise description of the general nature of the
business; and
(v) the principal place of business and any other place where
the business is carried on;
(b) (b) distinctly indicate its date of issue; and
(c) (c) be signed by the Registrar.
(4) No person registered under this section shall have more than one
business registration number or more than one business registration
card.
(5) Any person registered under this Act who, for any reason, has been
allocated more than one business registration number or has been
issued with more than one business registration card shall immediately
notify the Registrar in writing and return the business registration cards
to enable the Registrar to take the actions set out under subsection (6).
(6) On receipt of a notification under subsection (5), the Registrar shall
cancel the returned business registration cards, allocate a new
business registration number to the person, issue to the person a fresh
business registration card and amend his CBRD.
(7) – (8) Deleted by [Act No. 14 of 2009]
(9) Nothing in this section shall be construed to require the Registrar to
register any person or issue a business registration card, if he is not
satisfied with the particulars or other information furnished under this Act.
(10) The registration of a person or the issue of a business registration
card, shall not be deemed to imply that the requirements of any
enactment in relation to any business carried on by that person have
been complied with.
(11) A certified copy of the business registration card in force shall be
displayed in a conspicuous place at the principal place of business of the
person and at every other place where the person carries on business.
Amended by [Act No. 14 of 2009]
9. Registration of companies and commercial partnerships
(1) Every company or commercial partnership shall be deemed to be
registered under this Act.
(2) Any number allocated to a company or commercial partnership by the
Registrar under the Companies Act 2001 shall be deemed to be the
business registration number of that company or commercial
partnership, as the case may be, under this Act.
(3) Every company incorporated or registered, or every commercial
partnership registered, under the Companies Act 2001 -
(a) on or after the commencement of this Act shall, at least 14 days
before it commences business;
(b) prior to the commencement of this Act shall, within such time as
may be directed by the Registrar,
notify the Registrar, in such medium and in such manner as may be
approved by the Registrar, of -
(i) the business name of the company or commercial
partnership, if any;
(ii) the general nature of the business;
(iii) the principal place of business and any other place where
the business is carred on; and
(iv) the date or proposed date of commencement of business.
(4) On the commencement of this Act, the Registrar shall, subject to
subsection (3), issue a business registration card to every company or
commercial partnership.
(5) Sections 6 and 7 shall not apply to a company or commercial partnership.
Amended by [Act No. 14 of 2009]
9A. Online access to CBRD
(1) Subject to the Companies Act 2001, the Registrar of Businesses
shall give, at all times, for the purposes of business facilitation,
online access to the CBRD to -
(a) the Board of Investment;
(b) the Small Enterprises and Handicraft Development
Authority;
(c) any local authority;
(d) the Mauritius Revenue Authority; and
(e) the Ministry responsible for the subject of social security.
(2) In this section -
“Board of Investment” means the Board of Investment established
under the Investment Promotion Act;
“local authority” has the same meaning as in the Local
Government Act;
“Mauritius Revenue Authority” means the Mauritius Revenue
Authority established under the Mauritius Revenue Authority Act
2004;
“Small Enterprises and Handicraft Development Authority” means
the Small Enterprises and Handicraft Development Authority
established under the Small Enterprises and Handicraft
Development Authority Act 2005;
Added by [Act No. 21 of 2006]
10. Use of business names
(1) No person who is registered under this Act shall carry on business under
a business name which has not been registered with the Registrar under
section 8.
(2) The registration of a business name under this Act shall not be
construed as authorising the use of that name where, apart from such
registration, the use thereof is prohibited under any other enactment.
(3) Except with the written consent of the Minister, no person shall be
registered under a business name which includes -
(a) the word "Authority", "Corporation", "Government", "Mauritius",
"National", "President", "Presidential", "Regional", "Republic",
"State", or any other word which in the opinion of the Registrar
suggests, or is likely to suggest, that it enjoys the patronage of the
Government or of a statutory corporation or of the Government of
any other State;
(b) the word "Municipal" or "Chartered" or any other word which in the
opinion of the Registrar suggests, or is likely to suggest,
connection with a local authority in Mauritius or elsewhere;
(c) the word "co-operative"; or
(d) the words "Chamber of Commerce".
(4) Where the Registrar is satisfied that any person registered under this Act
carries on business, or any person applying for registration under this
Act intends to carry on business, under a business name which -
(a) is identical to, or so nearly resembles, the name of any other
person carrying on business or the business name under which
another person carries on business; or
(b) in the opinion of the Registrar, is undesirable or misleading, the
Registrar may cancel his registration or refuse to register him, as
the case may be, unless he changes the business name to a
name which may be registered under this section, within 30 days
from the date the Registrar requests him to do so.
(5) Any person aggrieved by a decision of the Registrar under subsection (4)
may, within 30 days from the date of the notice of cancellation or refusal,
appeal in writing to the Minister whose decision shall be final.
(6) Any person who contravenes subsection (1) shall commit an offence and
shall, on conviction, be liable to a fine not exceeding 50,000 rupees.
11. Registration of changes in particulars
(1) Where a change is made, or occurs, in any of the particulars registered
under this Act in respect of any person, that person shall, within 14 days
from the date of the change, notify the Registrar, in such medium and in
such form as may be approved by the Registrar, of the nature and the
date of the change.
(2) Where the change under subsection (1) requires a change in the
business registration card of the person, that person shall, at the same
time, return his business registration card and all copies thereof to the
Registrar.
(3) On receipt of a notification under this section, the Registrar, upon being
satisfied that the changes are required to be made, shall cancel the
returned business registration card, cause the CBRD to be amended
accordingly and where necessary, issue a fresh business registration
card to the person.
(4) Any person who fails to comply with subsection (1) shall commit an
offence and shall, on conviction, be liable to a fine not exceeding 50,000
rupees.
12. Cessation or transfer of business
(1) Where a person registered under this Act ceases to carry on business or
sells or otherwise transfers his business, he shall, within 15 days from
the date of cessation, sale or transfer, notify the Registrar in writing, in
such medium and in such form as may be approved by the Registrar, of
the date of the cessation, sale or transfer and the full name of the buyer
or transferee, as the case may be and at the same time return his
business registration card and all copies thereof.
(2) Where a person purchases or takes over a business, he shall notify the
Registrar in writing, in such medium and in such form as may be
approved by the Registrar, of the date of the purchase or take over and
the full name of the seller or transferor, as the case may be, and at the
same time return his business registration card and all copies thereof, if
any.
(3) On receipt of a notification under subsection (1) or (2), the Registrar,
upon being satisfied that the information provided, shall cancel the
returned business registration card, cause the CBRD to be amended
accordingly and where necessary, issue a fresh business registration
card to the person.
(4) Any person who fails to comply with subsection (1) or (2) shall commit an
offence and shall, on conviction, be liable to a fine not exceeding 50,000
rupees.
13. Use of computer system
(1) Notwithstanding anything to the contrary in this Act, the Registrar may
authorise -
(a) any application or notification required under this Act ,
(b) the payment of any registration fee; and
(c) the performance of any other act or thing which is required to be
done under this Act,
to be made, notified or done electronically in such manner and through
such computer system as may be approved by the Registrar.
(2) With effect from such date as may be notified in tile Gazette, the Registrar
may direct that any matter, act or thing referred to in subsection (1) shall
be made, notified or done electronically or otherwise.
14. Use of business registration number
(1) Notwithstanding any other enactment, every person registered under this
Act shall, in respect of every transaction he makes, use and indicate on
any document, whether electronically or otherwise -
(a) his business registration number; and
(b) where the person with whom the transaction is made is registered
under this Act, the business registration number of that person.
(2) Any person who fails to comply with subsection (1) shall commit an
offence and shall, on conviction, be liable to a fine not exceeding 100,000
rupees.
(3) No public sector agency shall issue any relevant permit to any person
who is required to be registered under this Act unless the person holds a
business registration card.
(4) Every public sector agency shall use and indicate in its records, whether
electronically or otherwise, the business registration number of every
person who is required to be registered under this Act and in respect of
whom a record is required to be kept.
(5) For the purposes of this section, any person or public sector agency may,
in reasonable circumstances and for the purposes of ascertaining the
identity of another person who is required to be registered under this Act,
request that other person to produce his business registration card.
15. Copy of business registration card
Any person registered under this Act may, upon payment of the fee specified in
Part II of the Second Schedule, obtain a copy of his business registration card
duly certified by the Registrar;
16. Powers of Registrar
(1) The Registrar or any authorised officer shall, for the purposes of ensuring
compliance with this Act, have power at all reasonable times to visit any
premises at which he has reason to believe that business is being
carried on in breach of this Act.
(2) When exercising the power under subsection (1), the Registrar or any
authorised officer shall declare his office and shall produce his written
authority to any person affected by the exercise of such power.
(3) Where the Registrar has reasonable cause to believe that any person
registered under this Act is not carrying on business, he may send by
registered post to that person a notice to the effect that if an answer
showing cause to the contrary is not received within one month from the
date thereof, the registration of that person and his business
registration card may be cancelled and the name under which he carries
on business removed from the CBRD.
(4) The Registrar shall have power at all times to -
(a) rectify any mistake in order to bring the entry in the CBRD relating
to any person into conformity with the documents relating to that
person furnished under this Act;
(b) amend the business registration card issued to the person
accordingly.
(5) The Registrar shall, by notification in the Gazette, publish such particulars
as he thinks fit in respect of any person whose registration and
business registration card have been cancelled under this Act.
(6) Where the registration of a person is cancelled under this Act, the
business registration card issued to that person shall be deemed to
have been cancelled.
17. Immunity
(1) No action shall lie against the Registrar or any of his officers in respect of
any act done or omitted to be done by the Registrar or any of his officers
in the execution, in good faith, of his functions under the Act.
(2) Where the Registrar furnishes, electronically or otherwise, information
relating to a person registered under this Act to any other person, neither
the Registrar nor any of his officers who is involved in the supply of such
information shall be liable for any loss or damage suffered by any person,
by reason of any error or omission, of whatever nature or however
caused, if the error or omission is made in good faith and in the ordinary
course of the discharge of the duties of the Registrar or officer or
authorised agent or has occurred or arisen as a result of any defect or
breakdown in the service or in any of the equipment used for the service.
18. Persons carrying on unlawful business
(1) Nothing in this Act shall be construed to require the Registrar to register a
person who carries on any business which contravenes any enactment.
(2) Where a person registered under this Act carries on any business which
contravenes an enactment, the Registrar may cancel his registration
and the business registration card of that person shall be deemed to
have been cancelled.
(3) Any person aggrieved by the decision of the Registrar under this section
may appeal to the Supreme Court by way of Judicial Review.
19. Offences and penalties
Any person who contravenes this Act or any regulations made under this Act
shall commit an offence and shall, on conviction, be liable to a fine not exceeding
50,000 rupees, where no specific penalty is provided.
20. Jurisdiction
Notwithstanding -
(a) section 114 of the Courts Act; and
(b) section 72 of the District and Intermediate Courts (Criminal
Jurisdiction) Act,
a Magistrate shall have jurisdiction to try any offence and impose any penalty
under this Act.
21. Regulations
(1) The Minister may-
(a) make such regulations as he thinks fit for the purposes of this Act;
(b) by regulations, amend the Schedules.
(2) Any regulations made under this Act may provide for the taking of fees
and levying of charges.
22. Consequential amendment
The Business and Trade Names (Prohibition) Act is amended by repealing
section 2 and replacing by the following new section -
2. Interpretation
In this Act -
"body" does not include a business or a company;
"business" has the same meaning as in the Business Registration Act
2002;
"company" has the same meaning as in the Companies Act 2001;
"Minister" means the Prime Minister.
23. Transitional provisions
Any person carrying on business in any town or district under the Local
Government Act on the day immediately before the coming into force of this Act
shall apply for registration under this Act within such time, in respect of such
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town or district and in such order as may be notified by the, Registrar in the
Gazette and in at least 2 newspapers in wide circulation in Mauritius.
10. 10. Commencement
Proclaimed by [Proclamation No. 15 of 2006] w.e.f. 1st October 2006 [Except sections 6(4) & 14]
Proclaimed by [Proclamation No. 23 of 2009] Section 6(4) w.e.f 1st July 2009 Section 14 w.e.f 1st Jan 2010
FIRST SCHEDULE
(section 2)
PART I
Businesses or activities
The business of a craftsman who -
(a) exercises his craft from his own domestic premises; and
(b) does not have any business premises.
PART II
Person or class of persons
Any religious, charitable or educational organisation.
Any person engaged in the cultivation of land of an extent not exceeding 4.2208
hectares (10 arpents).
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SECOND SCHEDULE
(sections 6(3) and 15)
Part I - Registration fee
Rupees
Person carrying on business having, at the
time of application for registration under
section 6, a work force of –
Not more than 10 persons 100
Between 11 and 50 persons 200
Between 51 and 100 persons 400
Above 100 persons 1,000
Part II - Fee
50 rupees
Amended by [Act No. 14 of 2009]